Unmasked
by WinteryGrave
Summary: Set after the events of The Amazing Spider-Man, Peter Parker must now face off against a new threat: a second masked figure has arrived in New York City. Forced into conflict with one another, Spider-Man quickly becomes the target of this mysterious figure who is obsessed with unmasking Peter and robbing him of everything he loves. Peter/Gwen.
1. Chapter 1

**Chapter One: Promises**

Peter Parker was terrible at keeping his word.

He had never considered himself to be a dishonest person before his recent transformation. His aunt and uncle had raised him to believe in following the Golden Rule - "Do unto others as you would have them do unto you" - which had always seemed like good advice until now. The secretive nature of his parents, the mystery of their disappearance and deaths, and the shadowy nature of his father's work had led him to greatly value the truth. But it seemed that ever since gaining his powers, he had lost the ability to be honest with anyone in his life.

Promising his Uncle Ben he would pick up his aunt from work.

Promising his teachers that he would put extra time into studying to bring up his grades, which had been steadily declining since his uncle's death.

Promising his Aunt May that he would be careful every time he walked out the door to hunt down the city's criminals.

Promising Captain Stacy as he lay dying that he would stay away from Gwen.

It wasn't that he didn't have the best of intentions. He wanted nothing more than to be a responsible student, to keep his grades up, and- above all- to keep Gwen safe from harm. He wanted to be the successful, normal teenager his aunt and uncle had expected him to become.

But, as Uncle Ben had always chided him: The road to hell is paved with good intentions.

Peter sat on his bed, staring down at the mask in his hands. Every night before he pulled the mask on, completing his suit, he wondered what his uncle would say if he knew what his nephew was up to every night. Peter smiled, imagining how that conversation would go. With his aunt, things had been easier- she understood without ever saying a word, though he was not sure how much longer that silent peace could last. But he could not delude himself into believing that Uncle Ben would have accepted this new extracurricular activity as well as she had. If he had the opportunity to sit down with his uncle and explain- really explain- who Spider-Man was and what he did, how would he react? Maybe he would be proud. Definitely concerned. Possibly a little angry. Especially once Peter told him everything. The truth about Spider-Man was not nearly so simple as everyone seemed to believe, though even that was plenty complicated.

Creating his alter-ego of Spider-Man had complicated his life in ways he could never have imagined. The endeavor took up so much more of his time and focus than he had originally planned. The sheer amount of time he spent reviewing police reports and news to plan his patrols, practicing with his new skills, and learning to sew his costume meant that he had little extra time for friends, his aunt, his studies, and sleep. But then there were the questions about his new life that bothered him. They kept him awake at night and haunted his dreams when he did get to sleep. There were no simple answers to most of the questions that plagued him.

Should he put his grade point average above the safety of a city that had somehow fallen under his protection? Was he supposed to sacrifice his future to protect a city that feared and hunted him? How could he ever explain things to Aunt May in a way she would understand? Was it even fair to ask her to? How long could he really keep things up at his current pace?

But there was one question that had a painfully simple answer. He could debate the morality and ethics of all the others all he wanted, but not this one. He could not fool himself, no matter how hard he tried. The problem was not so much in the solution but in the execution.

He had promised a dying man- a good man who had spent his life protecting others and his final moments helping Peter- that he would stay away from his daughter to keep her safe.

There were no loopholes, no false logic that could be exploited, and no weaknesses to be found. Peter knew that anyone close to him would be in danger so long as he continued to act as Spider-Man. When he had given Captain Stacy his word he had meant it. In that moment he had believed he could leave Gwen alone, regardless of how he felt about her, because if was the right thing to do. He had been prepared to make that sacrifice.

For one moment, he had allowed himself to believe that he might actually be a hero.

A hero is great because of the things he sacrifices, Peter had decided. Years of television and books had led him to believe that in order to be a great hero, one must be willing to sacrifice the most important things in life: a job, a relationship- perhaps even his own life. The good things that result from his heroism are merely the byproduct of great sacrifice. But Peter was no hero. His career as a masked vigilante had not started out of a noble desire to sacrifice his time and efforts to protect at city in desperate need of help. No matter how Gwen or Aunt May or the rest of New York thought of Spider-Man, Peter knew the truth. He could never forget the real reason he had created his crime-fighting persona.

He had intended himself as an instrument of vengeance, not justice.

Spider-Man had taken up his mask and taken on the criminal population of New York to find the man who had killed Uncle Ben after Peter had refused to get involved. In a way, Spider-Man had been created to fix the mistakes Peter Parker made: first, Uncle Ben's death, and then the creation of the Lizard. The rest of his so-called heroics that had so endeared him to some of the people of New York were distractions and by-products of his main goal. Others might consider him a hero, but Peter only ever saw his failure to avenge his uncle's death.

Now, in the wake of the catastrophe of Dr. Connors's experiment, he was beginning to embrace his role as a protector of the innocent. The night on the bridge when he had first encountered the Lizard and saved the little boy was the first time he had ever dared to consider the greater possibilities of his new identity. He had the ability to help others beyond himself and it had felt good.

But he wasn't the hero he had thought himself to be that night on the rooftop with George Stacy. Peter had done his best to obey Captain Stacy's final wishes. He had avoided Gwen at school. He chose not to attend the Captain's funeral. He even avoided her street when patrolling the city at night. But then she had come to see him and he had seen how sad she was. It went against every instinct in his body to disappoint her and to cause her greater pain. Seeing her had reminded him of the truth he had tried so desperately to ignore: that he could not bear to be parted from her like this.

After that, it was only a matter of time.

Peter glanced at the clock on his bedside table and decided that it was definitely late enough for him to set out for the night. If he left much later, he would be too late to make his first stop of the night. He didn't like leaving the house in his Spider-Man suit (_that_would be an encounter that would definitely end the silent understanding between him and his aunt), but it was getting late in the year- meaning much lower temperatures at night- and changing out of his street clothes into his suit on some rooftop hidden from the street below was a remarkably uncomfortable experience. Wearing it under his clothes was uncomfortable, and he generally only did that at night as he returned home from his patrol. He pulled the mask on over his head, grabbed his backpack and climbed out of his window. Leaving his house in costume was risky- if someone were to spot him, his secret identity would be revealed. But he was leaving late enough that the dark of night should be enough to keep him hidden from prying eyes.

He leapt out into the night, enjoying the rush of swinging over the ever-crowded streets of the city. It didn't matter how often he went out, he always experienced a rush of adrenaline as he flew over the streets. Swinging from web to web was more than just a mode of transportation to him. It reminded him of the first time he had picked up a skateboard and felt the rush of freedom and possibility. He turned, making his way away from his neighborhood to move uptown, toward Gwen's apartment building where he knew she was waiting for him.

Peter had missed her. He missed talking to her and sharing his secret with her. He missed walking beside her to class with their fingers interlocked. He missed the sound of her laughter and the smell of her shampoo and the feeling of her lips pressed against his. The pain of being separated from her was like a knife in his gut that twisted whenever he saw her. The fact that she had guessed his reasons for avoiding her did not make the situation easier for either of them. He knew Captain Stacy was right, but it did nothing except to augment his guilt at missing her so much.

And then, the dam broke. After weeks of agonizing silence and wrestling with his tortured conscience, he gave in. He whispered the truth in her ear during class: he could not keep his promise to her father.

After that, things had improved. They were both cautious, both frightened of crossing some invisible line between them that, deep down, Peter knew had already been crossed. Their relationship lacked the innocence and openness they had enjoyed before, but they were together again.

On Peter's part, it was selfish, pure and simple. Every second he was with her, he was asking her to risk her safety and defy her father's wishes. And she did. As much as he knew he could not bear to live apart from her, it seemed she felt the same. He kept asking her to put herself in danger and she kept answering yes.

Swinging from the neighboring building, Peter landed lightly on the fire escape outside Gwen's window as he did every night before heading out to patrol the streets. It was almost midnight and he knew she would be going to sleep soon. He tucked his backpack containing his street clothes behind a potted plant, his usual hiding place as he knocked quietly on her window. A moment later the blinds flew up to reveal Gwen, who was already in her nightgown. She smiled at seeing him and held a finger to her lips, reminding him to be quiet so as not to wake her mother or brothers. She pushed the window open and leaned out into the cool night air.

"Why, Spider-Man!" she exclaimed in a whisper with a false sense of surprise. "Fancy seeing you here! Whatever brings you to my neck of the city?"

"What?" he asked, rolling up his mask to reveal his face, playing along with their nightly game. "You were expecting a different masked vigilante outside your window tonight?"

She nodded seriously. "Yes, actually, I was. My _other_superhero boyfriend. Perhaps you've heard of him: Mosquito-Man."

Peter smiled goofily, shaking his head in mock disappointment. "Mosquito-Man? That's the best you've got? That's weak, Stacy."

"Hey, don't knock Mosquito-Man- or 'Mossey,' as I like to call him. His powerful buzz strikes fear into the hearts of criminals everywhere." She quirked the corner of her mouth into a half smile and rolled her eyes at her own ridiculous joke. "Where are you patrolling tonight?" she asked, shifting the conversation in a more serious direction. She asked the same question every night.

"Here and there." His standard reply. "Nowhere too dangerous," he assured her. "Unless, of course, I run into Mosquito-Man, in which case I sense there can be no peace between us.

She nodded, smiling more broadly now, and leaned forward to kiss his cheek. "Be safe," she reminded him, "and don't forget to finish your lab report before biology tomorrow."

"Yes, Miss Stacy," he said rolling his eyes. "Sweet dreams," he wished her, the corners of his eyes crinkling as he smiled at her again.

She smiled in return as she stepped back into her room and slid the window shut. She waved goodbye as she lowered the blinds and he saluted her in reply.

He pulled his mask back down over his face again and jumped from the fire escape, swinging away. His visits to Gwen's window had become a nightly occurrence since the resumption of their relationship. He liked the familiarity of it, even though he longed each night to kiss her as he had on the roof of her apartment building the night he had confessed his identity to her. But there had been little physical contact between them other than holding hands and the occasional kiss on the cheek. They both knew that they were actively defying her father's wishes by being together, and neither wanted to be the first to make a move to solidify that decision. Gwen always asked him where he was going when he set out for patrolling, but he never told her. He did his best to satisfy his guilty conscience that it was the normal, harmless teenage boy who had the relationship with Gwen, not Spider-Man. He tried to tell her as little as possible about his nocturnal activities to keep her as far removed as possible from that part of his life.

Of course, there was another reason for his secrecy that went beyond her personal safety: he did not want to admit to her or anyone else where it was he went every night. He imagined that she believed that he wandered the streets randomly at night, monitoring the city at large for crime. After all, he had never given her any reason to think otherwise. But his nightly excursions were not random. Each one was planned and carefully thought out with the aid of his trusty police scanner. His outings were strategized and researched with the sole intention of bringing him closer to achieving his ultimate goal.

He was looking for the blond man with the star tattoo on his hand.

Months of searching had brought him nothing. He had captured dozens of criminals all fitting the description of the man, but never the _one_. Stopping those criminals was what had initially gained him a reputation as a crime fighter. Defeating the Lizard and saving Dr. Connors from destroying himself two months prior had given him some satisfaction and had helped to assuage his need for justice, but the police sketch of the man who had murdered his uncle still hung over his computer and haunted him. In the past few weeks he had resumed his nightly patrols, now dedicated almost solely to scouring the city for him. Peter did not allow himself to consider the possibility that the man could have left New York, thereby escaping Spider-Man's reach. He had to be here. It was only a matter of time until he found him. He only had to be patient and keep searching.

What he would do with the man once he found him was a mystery even to himself. He had turned all the other men into the police immediately so that justice could be properly meted out. However, he considered this man to be different- the exception to the rule. Only Peter could properly punish this man for what he had done and the suffering he had caused. Peter could not imagine the sight would be a pleasant one. He did not waste much time thinking about it.

Of course, he had to find the man first. Then he could worry about the rest.

He sailed silently over the streets of New York, scouring the rougher areas for trouble and his prey. After hours of finding neither, Peter resolved himself to accept that it was to be an uneventful evening for Spider-Man and that he should return home to finish the biology lab report Gwen had reminded him of (which, in truth, he had not even begun to work on). A secret identity did not provide many excuses for his frequently exhausted appearance at school.

He stopped off at Gwen's window once more after having plundered some random resident's flower box for a pretty flower, which he left pressed under a waiting rock on her windowsill. Like his nightly visits to her as he headed into the city, this too had become a vital part of his nightly routine. As he returned home each night, he stopped off at Gwen's window to collect his backpack and to leave her a flower pressed under a rock left on her windowsill. That way, though she would have been asleep for hours, he could leave her a message to find each morning to let her know that, no matter what she might hear on the news as she ate breakfast that morning, he had returned safely the night before.

It was 4:00 AM and he was looking forward to a hot shower and a snack when the police radio crackled to life in his hand. The message was garbled, but he was learning to discern the meaning from the dispatcher's gravelly voice.

"… Subject is a white male… approximately thirty years of age… blond hair. Suspected of robbing a minimart on West 59th…"

Without thinking, Peter dropped his bag back onto the fire escape and swung off into the night, praying that he might have the good fortune to bean the cops to the area to look for the suspect, who loosely fit the description of his uncle's murderer. As always, he was overcome by a sense of deadly calm and determination. Fighting crime to protect others, stopping the Lizard from attacking the city- those were his responsibilities. Finding the man who had stolen his uncle's life- that was his destiny.

He travelled quickly, taking every shortcut he knew in order to reach the scene first. Rounding a corner, he found himself in an alley not far from the minimart that had been robbed. It was as good a place as any to begin his hunt for the robber. He scoured the area, doing his best to stay out of sight, but low enough to have a good view of the people on the street, frantically searching as the sounds of the sirens grew louder and louder. He was nearly shaking with anticipation.

Finally, nearly three blocks from the crime scene, Peter saw the suspect running down the sidewalk, ducking around the few pedestrians on the sidewalk, clutching a paper sack- presumably full of money from the robbery- in one hand and a gun in the other. As always when he faced finally confronting the tattooed man, he was immediately mentally transported back to the night his uncle had died. He imagined he could feel his uncle's blood slipping between his fingers, hear his own panicked voice calling for help as his uncle's attacker disappeared into the night. He felt the pain and rage as sharply now as he did that night. Banishing all rational thought from his mind, Spider-Man attacked.

Peter dropped down in front of the fleeing man, cutting off his escape route. The surprised man reared back on his heels and raised his arm to strike at him, exposing his wrist in the process: there was no star. It couldn't be him. Filled with anger and disappointment, Peter struck out ferociously, viciously knocking the man to the ground.

"Stop- stop, please!" the man wheezed, clutching the money to his chest and struggling to drag himself backwards away from Spider-Man with one arm.

"Now, I don't think that's yours- do you?" Peter quipped, taking a menacing step closer to the man.

"Just take the money- it ain't worth it!" the man cried, throwing the paper back at Peter, which flew open as it hit his chest, causing dozens of paper bills to explode out and fly wildly in the air around him.

Momentarily distracted by the man's sudden surrender, Peter cocked his head to the side and began: "Hey, buddy, I-"

The man snapped up from his cowering position, swinging his arm around to point the gun at Peter's chest, firing off three shots in quick succession before the gun clicked empty. Peter barely had time to react to the sudden attack, throwing himself to his left and twisting his torso out of the line of fire. He narrowly avoided the first two shots, but his senses alerted him half a moment early that he could not avoid them all. The third bullet tore into the flesh of his upper arm, leaving a deep graze as Peter's momentum kept him moving to the left. He landed lightly on his feet, staggering slightly as his left hand flew up to cover his wound. Hot blood thrumming in his ears, he approached the man, who was still crouched on the ground trying to fire the gun as though he expected more bullets to magically appear in the chamber.

Peter reached down with his left hand, snatching the man from the ground by his collar and lifted him up with one arm, allowing his feet to dangle several inches above the ground. With his right hand, and ignoring the screaming pain in his arm, Peter grabbed the gun and twisted it around the man's hand, listening to the satisfying snap of the bones in his fingers as the man cried out in pain. The gun slipped from his useless grip a moment later and Peter held it up to inspect it before tossing it to the ground a few feet away.

"I don't like guns," Peter said darkly, raising the man a few inches higher. He glanced over his shoulder at the quickly approaching flashing blue lights of the police. "Something tells me they aren't too wild about scum like you threatening people with them either."

"Screw you, kid," the man choked out, gritting his teeth together in pain.

Peter threw the man away from him like a rag doll, enjoying the crack of the man's head against the bricks more than he should have. He sent several globs of webbing after the man, fixing him in place until the police could cut him down.

"Right back at you," Peter muttered, turning his back on the robber. The sirens were deafening now- the police cars were less than fifty yards away. Peter glanced down at his shoulder which was bleeding freely, making him feel light-headed. It was going to be a long trip back home.

**A/N: **I will do my absolute best to update this story every week! Thanks so much for reading- please leave a review if you can!


	2. Chapter 2

**Chapter Two: Reality **

It was almost 6:00 AM before Peter arrived back home. As usual, the police had given chase to him after seeing him at the scene of the robbery. It had been more difficult than usual to evade them this time because he was hindered by his injury which restricted his movement. The more blood he lost, the harder it became for him to focus, and several times he nearly cornered himself. After shaking the cops, he had wearily returned to Gwen's window to collect his clothing and change before making his way back to the house he shared with Aunt May. He had found her asleep on the couch in front of the television, which was now blaring an advertisement for dog food. He switched the television off and covered her with a blanket, leaving his backpack beside the couch so she would know he had come home when she woke. He dragged himself up to his room, falling face first onto his bed fully clothed. He knew he needed to get up and properly clean and wrap his arm; he had bandaged it as best he could with a spare t-shirt he kept in his backpack, which was far from sterile. But for the moment, he was too tired and too hurt to care much.

He kept playing the night's events over in his mind. Why had he attacked the robber like that? Dropping down directly in front of him, forgetting to take care of the gun, allowing himself to be distracted by the man's false surrender- it was all so stupid. He deserved to get shot after acting like such an idiot. He could have stopped the man a dozen different ways and he had chosen the most dangerous and careless one of all. It hadn't been bravado or sloppy work. He had allowed himself to be so overtaken by his anger and desire for revenge that he had not even stopped to consider his options before leaping into action.

This vendetta he had started, the search for vengeance was taking over again. It was affecting his judgment. He could not afford to let that happen a second time.

Mentally cursing himself once again, Peter drifted off into a heavy sleep.

"Peter?! Peter, you wake up this instant!" Aunt May's voice rang in his head, her panicked tone forcing him to open his eyes against the impossible weight that held them closed. His aunt was standing over his bed, hands pressed to her ashen face. "Peter?"

"Aunt May?" he rasped groggily, attempting to push himself up from the bed. He fell back against his pillow when he put weight on his injured arm. "What's wrong?"

"Peter Parker, what in God's name has happened to you?" she asked, pointing a shaking finger at his injured arm.

Following her gaze, he glanced down to see that the shirt he had wrapped around his arm the night before was now a deep rust color from all the dried blood.

"It's nothing, Aunt May," he tried to assure her, slowly rolling himself out of bed and into a standing position. "Really, it's just a stupid skateboarding accident."

"Skateboarding?" she repeated faintly, doubt beginning to creep into her voice. Her gaze darted up and down his body as she checked him for other obvious signs of injury. "A skateboarding accident?"

He shrugged his uninjured shoulder and looked away. He knew she was angry and he didn't think he was ready to deal with that after so little sleep. "It's fine, Aunt May. It looks worse than it is, I swear." At the moment, if felt like his arm was on fire, but he dared not tell her the truth, as upset as she was.

"You've been having a lot of skateboarding accidents lately," she said, her voice deadly calm. "Too many. I know… I know that it's dangerous, you know. What you… do, but Peter, really. This is too much. I don't care how important it is to you, you can't-"

"Just stop, Aunt May," he snapped, pushing past her so he could escape her gaze. This was the closest the two of them had ever come to discussing what they both knew was going on. It was a taboo subject in the house. Whenever Spider-Man was mentioned on the news, one of them would find a reason to change the channel or leave the room. Though she waited up for him each night he went out, she had stopped asking where he had been or what he had been doing. She never questioned his cover stories like she was now and Peter knew if he did not stop her, they would have to have The Discussion. He knew that it could not be avoided forever, but he was not yet ready to have it. Not today. Certainly not after last night.

She looked taken aback at his outburst. "Peter, we have to talk about this-"

"No, he interrupted her again, "we don't. Not now, okay? Maybe later, but… not now." He looked at her pleadingly but the expression on her face never softened and he began to feel angry. "Whatever. I have to get to school," he muttered, forcefully pulling open a drawer and digging through it for a clean shirt.

"There's no hurry now," she said coldly, crossing her arms across her body. "It's almost noon. We both overslept." She turned and marched out of his room, slamming the door shut behind her.

Peter stared at his clock disbelievingly. She was right: there was no point rushing to get ready now. He could take his time and make it to school in time for his last two classes. He had long since missed biology with Gwen- his first class of the day. Just as well, he thought sourly as he peeled off his shirt and bandages from the night before. He still hadn't finished his lab report.

He inspected his right arm in the mirror. He healed far faster than any normal human thanks to his newly acquired abilities, but this was a much more serious wound that the usual shallow cuts and bruises he tended to collect on the job. It was deep, but was beginning to scab over. Given a few days- and a proper cleaning and bandaging- he should be almost as good as new. He showered and dressed, doing his best to patch himself up with the small first aid kit he kept in his room. Gwen was right: considering his penchant for injury, he really should put forth more effort into learning some basic first aid and keeping his kit well-supplied. He had to wear a t-shirt in order to have room for the thick bandage on his arm, so he made sure to grab a warmer jacket on the way out of his room. It was late October and there was a distinct chill in the air.

Finally ready, Peter headed downstairs to grab something to eat on his way to school. His aunt was sitting in the kitchen, reading the newspaper and drinking coffee. She glanced up at him when he entered and he could tell that their argument was far from forgotten.

"Peter, we are going to talk about this someday. Maybe you aren't ready to deal with it now, but it's going to happen," she said firmly, looking back down at her paper.

"I'll see you later," he mumbled, swiping an apple and heading toward the door.

"I phoned the school," she called after him. "I told them you had a doctor's appointment this morning after you had another skateboarding accident."

"Thanks," he mumbled quietly, guilt beginning to fill his mind at how he had spoken to her earlier.

"The secretary seemed to think it was strange that you've been having so many accidents recently. She said she hasn't seen you carrying your skateboard for a while now. I'm inclined to agree with her." She finally looked up from her paper and turned over her shoulder to meet his gaze. "What do you think?"

Peter slammed the door behind him as he left the house.

* * *

His classes seemed to drag past him. History, which had never been his favorite subject, was a slower torture than usual and his photography class did not fare much better. His arm hurt. The two Tylenol he had fished out of the bottom of his backpack on his way to school had long since worn off and he was so tired he could barely keep his eyes open. His mind was too busy buzzing with his own problems to be too concerned with what his teachers were talking about. He felt miserably guilty about how he had spoken to his aunt. It was unfair of him to expect her to just deal with his secret identity without discussing it with her. Uncle Ben would have kicked his ass for treating her the way he had been recently. He spent the latter half of photography absent-mindedly cleaning his camera while trying to plot out some way to apologize to her. He was anxious for school to end so he could find Gwen and try to talk her into getting coffee with him before she went to her internship at Oscorp. It would be nice to pretend like he was a normal teenager for a few hours.

The final bell sounded, freeing him from his work and he rushed to his locker to grab the few books he would need before leaving for the day. As he reached into his locker, he sensed danger behind him a mere second before something heavy and solid connected firmly with his poorly bandaged injury, the sharp pain sending sparks of white light across his vision. He dropped his backpack and spun to face his attacker, raising his left arm defensively, to find himself face-to-face with Gwen. Her eyes were shiny with tears and she was wielding her binder like a weapon, which he surmised she had used to hit him. Peter immediately lowered his defenses, heart hammering in his chest, and clutched at his screaming arm.

"Jesus, Gwen, what's-"

"Peter Parker, don't you dare ask me what's wrong!" she hissed angrily, raising her binder again threateningly. She glanced around to make sure no one was standing close enough to hear her before she continued. "What's wrong? I found your flower this morning on my windowsill next to a bloody handprint and your mask!"

He winced, remembering how heavily his arm had been bleeding when he had returned to her fire escape for the third time that night. Clearly he hadn't been very careful in not leaving any evidence of his injury. He couldn't believe he had left his mask behind without noticing before now.

"Gwen, I-"

She held up a hand to stop him from interrupting her flow. "What was I supposed to think had happened to you? And then it's all over the news this morning that Spider-Man captured a thief last night and there was gunfire involved, and then you weren't at school this morning, and then I must have left you twenty voicemails and you never called me back to let me know that you were okay!" Her voice had risen several octaves, reaching the high pitch of a person near hysteria, and he could not tell if she were more angry with him or more frightened by what might have happened.

He thought guiltily of his phone buried somewhere at the bottom of his backpack that he had not remembered to check since the night before. A picture was beginning to form in his mind of what she had been through in the past few hours.

"I spent all day thinking that you could be lying in an alley somewhere bleeding to death or dead already and I couldn't say anything to anyone because of your stupid 'secret identity' and now here you are, totally fine, like nothing happened!"

"Well, I'm not totally fine," Peter argued, slipping to fingers into his jacket to gently prod his bandage. "I'm bleeding again thanks to your crazed binder assault," he said, extending his hand as proof. He had intended the statement as a joke to try and lighten her mood, but it only upset her further.

She blanched at the sign of his blood and covered her mouth with her hands, letting her binder fall to the floor. "Oh, my God, Peter, I'm so sorry- I didn't know, I swear it was an accident. Are- are you okay?" Her eyes were turning glassy again.

"I'm fine," he said firmly, slamming his locker closed behind him. "Really, it's not so bad. I got a little careless last night, but it won't happen again. I'm sorry I scared you." This was not at all how he had imagined his conversation with Gwen might go. "Look, can we go somewhere and talk? Let me buy you coffee and I'll walk you to work."

She nodded, blinking back her tears and clearing her throat. "Yes, sure. That sounds good."

He stooped down to pick up his backpack and her binder, which he carried for her, tucked under his good arm. "Let's go, then."

* * *

Fifteen minutes later, they sat outside a small coffee shop a few blocks away from Oscorp. Peter was explaining what had happened the night before, leaving out certain details he wasn't ready to share with anyone just yet.

"And then the guy shot at me. I had to pull a Matrix- apparently my Neo moves are a little rusty," he joked, hoping to make her smile.

Gwen just shook her head at him and sighed. "How badly were you hurt?"

Peter shrugged. "Not too badly. It's nothing to worry about."

"It may surprise you to learn," she said putting down her coffee, "that I don't trust your judgment when it comes to these things. Can I see?" she requested, reaching for his collar.

He put down his coffee beside hers and allowed her to push his jacket down his arm far enough to see his poorly applied bandage.

"Nice job," she said sarcastically. Her expression turned more serious as she surveyed the damage to his arm. "It's not as bad as it could have been," she finally conceded.

"So you think I'll live, then?" Peter asked, somewhat testily. He was growing tired of people fussing over the injury that only served to remind him of his own stupidity and embarrassment.

She raised an eyebrow at his slightly hostile tone but did not comment on it. "Almost definitely." She glanced at the time on her phone. "If you walk me up to my office at Oscorp I could bandage it properly for you. It's still bleeding a little from… before." Her cheeks flushed with color and she took a drink of her coffee to avoid meeting his eyes.

"That would be good," he said, trying to inject more sincerity into his words as he pulled his jacket back up. "And, lucky for me, you hit like a girl."

"Next time I'll aim much lower."

They threw away their empty coffee cups and walked towards the imposing Oscorp building hand in hand. Peter glanced up at the roof to see that the construction repairing the damage that had been inflicted during his final confrontation with the Lizard was well underway. He wasn't sure how he was supposed to feel about damage he caused in the line of protecting the citizens of the city. As he had taken plenty of damage to himself during that particular fight- some of it at the hands of the city's police- he didn't feel terribly guilty about it.

Before gaining his powers and the incident with Dr. Connors, Peter had always felt rather neutral about Oscorp in general. Now, as he entered the lobby again, he had a new impression of the grandness of it all. Before, what he had seen as rather self-indulgent opulence seemed more appropriate to the scale of their work considering the dangerous and powerful research in which they were so heavily involved. It was a fitting greeting for visitors who might belittle Oscorp's power: both impressive and slightly threatening.

Gwen had no trouble acquiring a visitor's pass for Peter. After Dr. Connors had been sent to prison, her future as an intern had seemed uncertain as her department had been shut down indefinitely pending a full investigation. However, she was well-known throughout Research and Development because of her hard work and intelligence, and she had soon received offers for other positions in several different labs. She was now one of three head interns in a lab that was working on developing a gene therapy for several chronic illnesses. Rumor had it that after the failure of Dr. Connors's lab, the ailing CEO of Oscorp, Norman Osborn, had turned his attention (and funding) to this lab in hopes of finding the cure to his mysterious illness. This special attention, combined with the fact that the practical application of their research had the potential to bring in billions of dollars in revenue for the company, the lab was the crown jewel of Oscorp's Research and Development division.

Peter followed Gwen to the office she shared with the other head interns. Thankfully, it was empty for the moment. She motioned for Peter to take a seat on her desk and pulled a first aid kit out of the bottom drawer of a filing cabinet. She was quiet as she worked, focusing on the task at hand. Peter had noticed that whenever she was really concentrating, as she was now, she tended to bite her lower lip.

"All done," she pronounced after a few minutes. "You should change that at least twice a day until it's healed, which for you I guess will be pretty soon."

"Thanks, Dr. Stacy," he said, shrugging his jacket back over his shoulders. He caught her sleeve as she started to turn away from him. "Hey. I'm sorry you had to worry about me. Really." He stood up, bringing their faces closer together. "I'm sorry."

"I know you are," she replied. "And I'm sorry I panicked like some hysterical milk maid. I- I just kept thinking about my dad, up on the roof that night," she said quietly, her eyes flicking up to look at the ceiling for a brief moment before returning to stare at the floor. "And you were with him when he died and I'm so grateful for that, but…" She raised her gaze as though she wanted to look into his eyes, but stopped short and instead spoke to his chest. "I don't want you to die on some roof all alone."

He sometimes forgot that she still worked in the same building where her father had been killed, though he was sure she never did. He could not even bring himself to walk down the same street where his uncle had been killed.

"I know you don't really go looking for trouble, but you're getting really good at finding it," she finished with a small smile.

He felt a fresh twinge of guilt. She couldn't know that looking for trouble was exactly what he did every night. He cleared his throat awkwardly, breaking the spell.

"I'll be more careful."

It was the wrong thing to do and he knew it. He should have kissed her like he had that night on the roof of her apartment building. He should have kissed her and told her everything. But kissing her, here and now, to comfort her about his secret identity would have been like spitting on her father's grave. He didn't need any more bad karma hanging over his head.

She smiled and nodded, taking a step back. The moment had passed. "Good." She sniffed and wiped the corners of her eyes with her sleeves. "And I'm sorry I hit you."

"I probably deserved it."

"Oh, no. You definitely deserved it," she said seriously. "Are you going out again tonight?"

The tone of her voice and the look in her eyes gave him the right answer. "No," he promised. "Definitely not. Not for a few days at least. Until my arm gets better I'm not much use to anyone."

Gwen's expression brightened visibly. "You could come over after dinner if you like," she suggested enthusiastically. "I'll help you with your lab report."

Peter smiled. "Sounds good." Sounds normal, he thought. Normal, like he wished their relationship was, instead of the complicated mess it had turned out to be. "Your mom won't mind?"

Gwen waved off his concern with her hand absently as she walked around the desk and rummaged in a drawer for something. "Of course not. She really does like you, you know." A moment later she straightened and attached a name tag to the lapel of a white lab coat hanging on the back of her chair.

"So what's going on in the world of gene therapy today?" he asked, leaning back against her desk as she got ready for work.

"It's a big day today," she said as she glanced up at the clock. She began to pull her hair up into a high ponytail as she explained: "We're testing out some of the formulas we've been working on for the past few months. If everything goes according to plan, we'll be ready for human trials in a matter of months, instead of years like our competitors."

"Sounds exciting," he offered, pushing himself off her desk. "I should let you get to work, though."

"Actually," she said, looking up at him conspiratorially, "would you like to stay and watch? It should be very interesting."

"I wouldn't get you into trouble? Sounds very top secret," he replied, the sides of his mouth twitching up at the memory of his first "visit."

"We have student observers for these things all the time," she said, pulling on her lab coat and leaning across the desk to be closer to him again. "It's no trouble at all, as long as you don't wander off," she threatened teasingly, punctuating each word with a sharp jab of her finger into his chest.

Peter held up two fingers. "Scout's honor," he vowed solemnly.

She shook her head. "You were never a scout."

He thought for a moment, then turned his hand to show her the motion he used to trigger his webbing. "Spider-Man's honor?"

The door burst open behind them and Peter quickly dropped her hand. A young man wearing a white lab coat stood in the open door. He raised an eyebrow at Peter before turning to Gwen.

"We're almost ready to begin with the procedure if you'd like to join us, Gwen. Assuming you and your… friend are finished in here, of course."

"Absolutely," she replied, ignoring his coolly superior tone. "Miles, this is Peter. He'll be observing with us today."

Miles eyed Peter suspiciously, clearly convinced that he had no place in the laboratory. "I'm not sure-"

"I'm sure that if Dr. Martinez has a problem with Peter observing, he'll address it with me directly," Gwen interrupted him.

Miles's posture stiffened and he nodded curtly. "Very well. I'll see you both in the lab, then." He turned on his heel and stalked off, pointedly not closing the door behind him.

"He seems… unpleasant," Peter said, frowning at the empty doorway.

"Oh, he's only annoyed with me because I didn't take him up on his offer of a coffee date the other day," Gwen explained, rolling her eyes dramatically. "I get the sense he's not used to rejection. He'll be fine." She turned back to Peter and snapped her fingers. "Before I forget," she said, bending over and digging through her messenger bag. "I should probably give this back to you," she said, handing him his Spider-Man mask. "In case you need it."

"Thanks," he said sincerely, carefully tucking it away in the bottom of his backpack with the rest of his suit. He tossed his bag behind her desk where he hoped it wouldn't be noticed and checked to make sure he still had on his visitor's badge.

"Ready to go?" she asked, inclining her head toward the door.

He nodded. "Let's go see some science."

She smiled at him and took his hand, leading him out of the office and down the hallway.

"And, Peter?"

"Yes?"

"Don't wander off."

**A/N: **I'm posting a bit early this week because I'll be out of town this weekend and probably won't have access to a computer. I hope you enjoyed! Please review if you have a minute- and thanks for reading!


	3. Chapter 3

**Chapter Three: Complications**

The lab Gwen led him to had very little physically in common with the one she had worked in with Dr. Connors. It was a bright, open space filled with benches, counters, and expensive equipment broken up in even intervals throughout the room, but was easily twice as large as her previous lab. The most striking difference was that one entire wall was made up of three enormous bay windows facing out into the were heavily tinted to minimize the amount of light that spilled into the room and, Peter suspected, to filter out any harmful UV rays that could adversely affect any work being done in the lab. It was a strange feature for a laboratory, but Peter liked the overall affect it seemed to have. It certainly dispelled the stereotype of the mad scientist locked away in a dim basement somewhere. However, whereas Peter had only every seen a dozen scientists and researchers at most at any given time in Dr. Connors's lab, this lab was currently packed with at least sixty scientists and observers, all of whom were crowded together in small groups between the counters and equipment and chattering excitedly amongst themselves.

Gwen led him into the crowd, heading toward the front of the room where Miles and several other interns stood in a ring around a tall, thin man with a mop of extremely curly red hair that touched his collar in back. Peter assumed that this man was Dr. Martinez, the lead scientist on the project, whom Gwen had once described as 'an artist with genetic coding sequences.'

"Quite an audience," Peter whispered to her as they slowly picked their way through the crowd. He thought back to Dr. Connors's experiments which he had carried out almost in secret with only Peter as a witness.

Seeming to read his thoughts, Gwen replied, "Dr. Connors liked to play things very close to his chest; he kept everyone else in the dark about what he was up to. After the fallout with the Lizard incident, Dr. Martinez wanted to have greater transparency about the research his lab was doing." She surveyed the crowded laboratory and shook her head. "And I think he enjoys the theatrics." A large portion of the crowd was made up of men and women in expensive-looking suits rather than lab coats and slacks that were more typical of the scientific support staff. Noticing his gaze, Gwen explained that they were mostly lawyers and accountants who had been invited to the demonstration to assure them that the money being funneled into Martinez's research had been well spent. Peter had assumed that he would watch the demonstration with the rest of the crowd, but she instead steered him directly toward the circle of interns at the front of the room.

"Miss Stacy," Dr. Martinez called in greeting, easily picking her out of the crowd, "welcome! And who is your guest?"

Gwen quickly explained that Peter was a fellow student at Midtown Science High and had expressed an interest in studying genetics. Peter had to duck his head to hide his smile: before he had gained his abilities, he had never had any real interest in the science of genes. The discovery of his father's work and Dr. Connors experiments was beginning to change that, but in truth, it was Gwen who had expressed the most interest in trying to determine how Peter's genes might have been altered to give him the abilities of Spider-Man.

"Glad to have you with us today," Dr. Martinez said warmly, shaking Peter's hand. "Miles, if you wouldn't mind finding a lab coat for Mr. Parker? As soon as he's properly attired we can begin."

Miles scowled at the request he clearly felt was beneath him, but stalked off to a cabinet in the corner of the room and returned a moment later with the requested coat. Peter slipped his own jacket off and tossed it on an empty desk off to the side. Miles eyed the fresh bandage on his now-exposed arm.

"Looks painful," he commented quietly, if not hopefully. "What did you do to yourself?"

"Skateboarding accident," Peter and Gwen whispered back in unison.

Miles eyed the two of them somewhat suspiciously for a moment before turning away and Peter flashed Gwen a sheepish grin. Though he hated to admit it, Aunt May might have had a point about his tired excuses about skateboarding accidents; it was time for him to come up with some new explanations for his injuries. A moment later, Dr. Martinez motioned for the interns to take their places along the wall of windows and then called for the room's attention.

"Ladies and gentlemen, thank you so much for your presence here today. My colleagues and I have been hard at work for the past sixteen months searching for the solutions to the many challenges the scientific community faces in creating a viable gene therapy to cure many of the diseases and disorders that plague our society. However, it is only in the past six months that we have begun to see a serious payoff to our hard work. Of course none of this would have been possible without the time, dedication, and funding of many different gifted and generous individuals- many of whom are here with us today."

As Dr. Martinez trailed off into a long list of the people who had supported his work- each name receiving polite applause from the audience- Peter observed the audience from his vantage point at the front of the room, trying to pick out each individual named by the audience's reaction. The doctor spent several minutes talking about the involvement and support of Norman Osborn, nodding deferentially to a man in a well-tailored suit standing off to the side across the room who Peter was certain was _not_ the ailing CEO, having seen his picture many times in the newspaper. As the audience clapped their final approval and thanks, Peter inclined his head to Gwen's and nodded at the man.

"Who is that?" There was something very familiar about him, as though he had seen the man before, but he could not place him in his memory.

"His name is Mr. Ratha," she whispered back. "He works directly for Norman Osborn. I think he mostly deals with Oscorp projects that might find a cure for his boss. I remember seeing him with Dr. Connors- usually arguing- several times before… things changed."

Peter remembered the man she was describing from his first trip to Oscorp. He had bumped into the man and had accidently knocked some files from his hands- files about the procedure that had eventually led to the creation of the Lizard. Peter had never gotten the opportunity to ask Dr. Connors whether or not the man had been involved with his father's work eighteen years before.

"He's been hanging around the lab for a few days now," Gwen continued, "pushing Dr. Martinez for more details about his research and the drug we've been developing. I guess he thinks we're close to finding a cure."

"Are you?"

She pursed her lips and shook her head as Dr. Martinez began speaking again. He started describing the simulations they were about to run and the various compounds they would be testing.

"Of course, the star of our show today is _this_," he said, holding up a thin metal cylinder. "Designated O-429G, this might be our greatest breakthrough to date. Early tests of this particular formula indicate that, when used correctly, it may have the ability to target specific diseased cells and implant a corrected gene while leaving the surrounding tissues untouched. This is one of the greatest challenges gene therapists face today and, with the invention of O-429G, Oscorp may now hold the key to attaining a 100% success rate in common therapies. Of course, such a compound has been criticized for the possible ethical dilemmas such a process could create and the genetic Pandora's box we may be opening, but we'll leave that to the philosophers, eh?" The audience tittered politely along with him. "The compound is extraordinarily difficult to synthesize- in fact, this is the only physical sample in existence- however, I am confident we will soon be tasked with producing as much as possible for further testing and eventual marketing," he finished with a smile to scattered applause from the corporate representatives.

As Dr. Martinez continued speaking, now describing the roles of the other compounds involved in the demonstration, Peter found his attention being drawn to the mysterious Mr. Ratha. Though he had only interacted with the man for a few moments a few months earlier, he could not shake the feeling that there was something fundamentally different about the man who stood twenty feet away from him. His appearance was not altered in the slightest, but his persona seemed too… exact. Peter could not shake the feeling that his senses were trying to warn him about the man in the same way they alerted him to danger when he was patrolling the streets at night.

"…And so we will begin," Dr. Martinez finished. He inclined his head toward the line of interns next to Peter. "Miles, would you do the honors?" he asked, holding out two glass vials of different colored liquids.

Miles walked over to Dr. Martinez to collect the vials and then stepped up to the control panel for the three-dimensional display, which was almost identical to the one Peter had used with Dr. Connors to test his father's algorithm. After typing in several commands, Miles placed the two vials into waiting slots on the far side of the panel. The liquid was immediately drained from the containers and a detailed chemical analysis of each flashed up on the large screen. After several minutes, a cool computerized voice announced: "First simulation, complete."

Peter was unsure what this test was meant to prove- he had missed the explanation while he had been focusing on Ratha- but he applauded along with the rest of the audience when Dr. Martinez announced that the test had been a success.

"And now," he announced grandly, recapturing Peter's attention as he stepped forward with the metal canister, "we will introduce the O-429G."

At that exact moment, every light in the room, including the glowing display on the computers, switched off. The only illumination in the room now came from the sunlight streaming through the tinted windows on the far side of the room.

"Nothing to worry about," Dr. Martinez called quickly over the concerned murmurs sweeping through the crowded room, though his face betrayed his calming words. "We seem to be experiencing a temporary loss of power."

Peter frowned, his eyesight barely impaired by the sudden change in light thanks to his altered genes. "Shouldn't there be backup generators to keep the labs running even in a power outage?"

"Yes," Gwen said, looking confused, "and they should have kicked in way before now."

Dr. Martinez turned to Gwen and spoke in an undertone. "Gwen, would you please call security and find out what's going on?"

She nodded and turned to walk to a red phone mounted on the nearest of the concrete slabs that separated the three bay windows that ran along the outer wall. Mr. Ratha broke off from the audience and approached Dr. Martinez.

"What's going on here, doctor?" Ratha hissed angrily. "This is your demonstration and you are about to lose your audience."

"I'm not sure, sir, but we're contacting security now and-"

"Dr. Martinez?" Gwen interrupted, holding the phone away from her ear and stepping into the light of the window. "The line is dead."

The concerned voices spreading throughout the room grew in volume as the crowd began to grow nervous due to this new development. However, Peter's attention was drawn to Miles, who was still standing by the computer, one hand still raised in a comical fashion to engage the holographic controls that were no longer active. Instead of looking around the room for answers like the rest of the crowd, he was staring out the window behind Gwen, frozen in place with his mouth slightly agape. Peter followed his gaze and immediately understood what had captured the intern's interest when no one else had noticed.

He rushed forward toward Gwen, pulling her away from the window and pressing her against the concrete barrier, shielding her face and ignoring her protests of confusion. Half a second later, the thick glass of the windows exploded inward with the force of a small bomb as three figures dressed in tactical body armor and heavily armed, suspended by climbing gear attached to their vests, came flying through each of the three bay windows. Shards of glass shot into the crowd, causing screaming and panic throughout the room as they rushed to put more distance between themselves and the armed intruders. Within a matter of seconds, the men had unclipped themselves from the cables, which they left hanging in the empty space where the windows once stood and took up offensive positions, brandishing weapons and herding the crowd into the center of the room. Gwen pulled Peter to the ground along with her, crouching down against the shelter of the concrete divider to avoid the attention of the men. Peter motioned frantically for Miles, who was still frozen in shock, to follow suit and he quickly sank behind the computer console and out of sight of the rest of the room.

One of the men, who had landed within inches of where Gwen had been standing, stepped forward and raised his gun, firing two warning shots over the crowd. "No one moves or everyone dies," he shouted in a curiously accented voice. He turned to the second man and nodded. "Do it. Now!" It was immediately obvious who was in charge of the intruding force.

The man typed a command into a small computer tablet he pulled from a pouch on his chest and light flooded the room as power was restored. The murmur in the crowd rose an octave as people exclaimed their relief that the lights has returned, but also their fear now that they could see the men who were threatening them. The third man quickly moved into position to guard the main entrance to the lab, preventing anyone from escaping or raising the alarm.

Peter glanced at the emergency exit door to his left, gauging the distance. He and Gwen were the only ones even remotely close enough to the door to consider escaping through it. Ten feet and a minefield of crushed glass separated them; Gwen, who did not have his gifts of speed and agility, would probably never make it to the door before the men caught them. Not that Peter expected that any resistance would be met with a calm, measured response. The men were armed, they were organized, and they were definitely in control. There was nothing Peter Parker could do to help anyone in that situation, not even himself. But, if he could get back to his backpack in Gwen's office, there was someone who could. Gwen felt his body tense when the lead gunman turned his head away from them and she hissed under her breath: "What are you doing?"

"Um… wandering off," he breathed in her ear. "Don't worry, you'll get used to it." He squeezed her hand reassuringly. "I'll be right back," he promised, raising his eyebrows meaningfully.

She nodded her understanding and squeezed his hand in return, turning her attention back to the gunmen who were still shouting orders to the crowd. "Run fast, bug boy."

The lead gunman fired two more rounds into the ceiling to silence the crowd. "Throw over your cell phones," he barked, "sit your asses down on the ground and shut up!" He turned his back, angling himself away from Peter and Gwen to confer with his men. Peter took the moment of opportunity to begin edging his way toward the door, carefully picking his way through the glass to avoid making any noise. If he could just make it out without anyone noticing…

"What are you doing?" Miles whispered loudly at Peter, immediately drawing the attention of the closest gunmen.

"Hey!" the lead mercenary shouted, turning his gun on Peter, but he was too late. Peter sprang toward the door and pushed it open, ducking into the stairwell, narrowly avoiding a spray of bullets from three different machine guns. The man cursed loudly and turned to point at the second man. "Lock it down, now!"

A few swift keystrokes later, the bio-contamination alarm sounded and the heavy containment doors installed at both exits in the lab slid closed, trapping everyone inside.

A/N: You don't have to say anything because I already know- I'm a really awful updater. The past few weeks have been so completely insane that I've barely had time to sleep, let alone write, and things haven't been much better for my beta. However, we're back now and will (hopefully) manage to stick to the updating schedule from now on.

Thanks so much to everyone for reading and reviewing! I hope you're enjoying the story so far!


	4. Chapter 4

**Chapter Four: Conflict **

The mood in the room instantly shifted from one of fear to barely restrained panic as the crowd realized that they were now trapped with no escape but for a sixty-story fall to the pavement below with three hostile, armed men. Gwen could barely hear over the combination of ringing in her ears from the spray of gunfire and her own thunderous heartbeats, but she forced herself to focus her attention on the armed men. She could imagine her father's voice in her head, reminding her, as he always had: "Be a good witness. Remember the little things." Of the three men, it was obvious that the one who had spoken was the leader of the group by the way he snapped orders at the others. The second man wore a thick pair of glasses, completing the stereotype that he was the "brains" of the operation, though he looked no less deadly than the leader. The third man at the back of the room was turned away so she could not see his face, but even at that distance, she could tell that he was quite short- possibly even shorter than she- and the most heavily armed.

So, the boss, the brains, and Tiny, she thought to herself, mentally rolling her eyes: she was beginning to think like Peter.

"Ladies and gentlemen," the leader of the strike force shouted as he took a step toward the crowd, "we apologize for the intrusion, but I'm afraid we require a few minutes of Dr. Martinez's time. You do not need to concern yourself with who we are, except that we are heavily armed and are most certainly in charge of this situation." He glanced at his watch. "Now that the biological alarm has been activated, we have five minutes before the police respond- four if that coward who ran calls it in- but it is our intention to be gone in three- _without_ hurting anyone." He turned to face Dr. Martinez. "Assuming everyone cooperates, of course." He reached into a pocket on the side of his vest and produced a small portable hard drive, which he held up for the scientist to see. "Access your research files, doctor, and copy them to this device."

The silence grew more absolute as the crowd held their breaths, seemingly as one, waiting to see how he would respond. The doctor shook his head, his hands trembling with anger. "No," he whispered, his voice cracking. He cleared his throat and began again, more firmly this time. "No, sir. This is my life's work; I won't just hand it over to a bunch of thugs with no regard for what I'm about to accomplish here."

The gunman sighed. "I understand _completely_," he said patiently. Then he raised his rifle and shot him.

The doctor crumpled to the floor, blood pouring from the wound in his side, his face slack with shock. Mr. Ratha, who was closest to him, tried to catch him and dropped to his knees beside him to help him cover the wound to slow the bleeding. Screams rang out across the room and the smallest gunman fired several shots to quiet the crowd again. Gwen began to move instinctively towards Dr. Martinez to help, but the leader raised his gun toward her, threatening her to back away.

"You stay there, sweetheart." His gaze moved to Miles, still crouching, ashen-faced, by the computer. "Intern Miles Warren," he read off his nametag, "can you access the files I want?"

Miles nodded nervously, almost dropping the hard drive when the mercenary threw it to him without warning. With shaking hands, he started to connect the drive to the computer when Mr. Ratha said to him sharply: "Don't do it, Mr. Warren."

The gunman snapped his attention back to Mr. Ratha and Dr. Martinez. "Do you want to mix your blood with his?" he asked, jerking his head toward the bleeding doctor. Ratha shook his head once, dropping his gaze to the floor now smeared with blood. "Then shut up." He turned back to Miles who had stopped to watch the exchange. "One minute and thirty seconds remaining," he warned him, angling his watch toward him. "Do it fast, or she will be next." He waved the gun carelessly in Gwen's direction again.

Miles swallowed nervously and nodded, avoiding Gwen's angry glare as he leaned down to connect the hard drive and begin the download. His hands were still shaking violently and he could not manage to plug in the device.

"I'll take care of that," a voice called from the shattered window. A silvery string of webbing flew into the room, snatching the hard drive from the shocked intern's hands and disappearing out the window, seemingly into nowhere. The room fell completely silent as the three mercenaries exchanged confused looks. Gwen turned her head away from the mercenary so he would not see her small smile and tucked herself more securely against the concrete slab in anticipation of what was to come. Without waiting for orders, the short man left his position at the back of the room to slowly advance toward the window, leaning out over the edge and glancing up toward the sky. Something flew down from above him, grabbing his vest and pulling him out the window and up out of sight. The man screamed as he was dragged from the room, but his cries fell silent the moment he disappeared from view.

The whole event happened in a matter of seconds, leaving the entire room in a stunned silence and a few members of the crowd began to edge nervously away from the shattered windows. The second gunman tucked the computer tablet back into the pouch on his vest and took a few steps toward the window, raising his gun, to investigate what had happened to his partner as the leader shouted at him: "Get away from the edge!" But the warning came too late.

Spider-Man swung into the room, his feet connecting sharply with the unsuspecting man's chest, sending him flying into the counter behind him with a crash and knocking the gun from his hands, which slid across the shattered glass and teetered on the edge of the ledge. Peter dropped to his knees, anticipating the bullets that came flying toward him as the leader took up the offensive, and threw out a web at each of the remaining gunmen, obscuring the second gunman's glasses with one web and catching the leader's rifle with the second. He tugged sharply on the web connected to the lead gunman's weapon, catching the man off-balance and causing him to fall forward, hitting his head on the edge of the computer console. Peter ducked as the rifle flew past his head and clattered to the floor somewhere behind him and turned to face as the second man pulled his glasses off his face to clear his vision and jumped to his feet to rejoin the fight.

"Surprise!" he muttered under his breath, taking in the scene.

"His vest!" Gwen called to Peter over the cries of the crowd as they attempted to escape the path of the emerging fight.

Peter quickly examined the man's vest as he charged toward him and noticed the edges of what appeared to be a thin computer tablet. He side-stepped the man's wild punches easily and delivered several of his own, forcing the man toward the concrete pillar where Gwen crouched.

"Move!" Peter called to her and she ducked out of the way just as he forced the man against the wall and secured him in place with several well-placed webs. The man cursed angrily in a language Peter did not recognize before the masked hero stepped to him and knocked him unconscious with a single blow. Peter yanked the tablet and it's Velcro casing from the man's vest as he hung limply in the webbing and turned back to check behind him.

"You want to take care of this for me?" Spider-Man asked, tossing the tablet to Gwen.

"You want to take care of _that_?" she shot back, easily catching the tablet as she stood and nodded at something behind him.

Glancing over his shoulder, he saw one of the hostages creeping forward from the huddled crowd toward the abandoned gun Spider-Man had taken from the lead "Sorry, no guns for anyone today," Peter called, aiming a large glob of webbing at the gun, securing it to the floor before the lawyer could pick it up. He turned back to Gwen and, grabbing her free hand, spun her out of the way as the sole remaining gunman- the leader of the group- having recovered from the initial attack, lunged toward them. Gwen followed his movement easily and quickly ducked down beside Miles as she inspected the tablet's screen.

Hand-fighting had never been Peter's favorite form of confronting criminals, but it seemed to be the large man's preferred method of communication. He was a natural brawler; Peter was a natural ducker. He had, unfortunately used most of his webbing in securing the second gunman and had not had time to grab fresh packs from his bag in his frenzied hurry to change. Peter did his best to avoid being hit in an effort to let the man tire himself out. He only needed to keep the man busy until Gwen could open the doors and clear out the hostages. In the background, over the muffled nervous sounds of the crowd as they pressed themselves further away from the fight, obviously feeling braver about moving away now that two of the armed individuals had been neutralized, he could hear Gwen and Miles arguing animatedly about how to use the tablet to operate the doors. After several long moments and more than a few near misses with the mercenary's fists, Gwen exclaimed: "Got it!" and the door locks released, allowing the heavy doors at the back of the room to slide open again. The crowd needed no additional encouragement to clear out of the room as quickly as possible, nearly causing a stampede as the line bottle-necked next to the door.

Spider-Man's attention had been split as he watched the crowd evacuate the room and his opponent took the opportunity to reach into his boot and pull out a wicked-looking combat knife. Peter narrowly avoided a slicing blow as he leapt backwards, taking a moment to consider his options. The other two gunmen had been successfully removed from the situation quickly and with minimal effort, but the final man was ready to put up a much greater fight. It was becoming obvious that this was one bad guy who did not shirk going to the gym and therefore would not be tiring any time soon. The room was now empty, save for the three interns, Mr. Ratha and the injured doctor. Their escape had been cut off by the fight in front of them and now they were trapped until Spider-Man could diffuse the situation. He had to act fast before the man turned his attention back to the civilians in the room. It was time to do something a little more drastic; something that defied all logic, something that anyone who has ever been bullied would know _not_ to do.

It was time to piss off the bully.

He threw himself into a tight back flip, allowing his feet to connect with the man's chest, sending him sprawling backwards toward the shattered windows. The man fell, slicing his hands and forearms on the fragments of glass that littered the ground. Blood instantly began gushing from the cuts, some of them deep, making his hands slippery, forcing him readjust his grip on the knife.

"Oops," Spider-Man said innocently, cocking his head to the side in a silent challenge.

The sole gunman growled angrily, jumping to his feet and taking a running start at Peter, but he never came even close to reaching his target. Peter shot a web behind the man, using the last of his supply, latching onto the rolling table, which he jerked forward, knocking the man off-balance.

The sudden motion of the table caused the metal canister containing Dr. Martinez's samples to fall, hitting the floor with a resounding clang before it began to slowly roll towards the open window. Before Peter could react, he saw Gwen spring forward to catch the canister, clutching it to her chest. The mercenary tripped over the legs of the table, smashing his forehead against the edge of the table as he fell. Blood streamed into his eyes as he made one last pathetic attempt to grab for his knife that had fallen from his grasp, but Peter kicked it out of his reach, stepping over the man and punching him once more, knocking him unconscious.

Breathing a sigh of relief, he turned to the five people in the room. "Is everyone all right?"

The interns nodded mutely in reply, turning their attention to their injured boss. In the ensuing silence, the wail of arriving sirens echoed into the room through the windows, alerting them to the arrival of the police.

"Good. You two," Ratha snapped, rising to his feet. He pointed imperiously at Miles and the third intern, "help me with him." The two interns hurried to his side and helped lift Dr. Martinez, who had fallen unconscious in the final moments of the fight. "Get him to the lobby so the paramedics can get to him easily. He needs to be taken to the hospital immediately."

"I don't think you should move him-" Peter began.

"The police will be here in a matter of moments," Ratha said curtly, "and will be all too interested in your involvement here today. You should go- _now_." He glanced at the interns again. "Move him!" he snarled as he turned to face Gwen. "And I'll take that."

Gwen had barely paid any attention to the exchange, looking far more concerned about Dr. Martinez. She watched intently as the other interns struggled to lift him from the floor and carry him out into the hallway to wait for the paramedics to arrive. "What?" she asked absently, gazing down at the canister in her hands. The door slid shut with an automated _hiss_ as the two male interns left and Gwen and Peter were left alone with the irate businessman. "Why?"

"That is top-secret, _high-security_ Oscorp property and is too valuable to be left in the hands of a pretty high school intern in the middle of an active crime scene- _now give it to me_!" he snarled, snatching it from her hands and forcefully shoving her to the ground, where she narrowly avoided cutting her hands on the glass that was still scattered across the floor.

"Hey," Peter protested angrily, clapping his hand down onto Ratha's shoulder to stop him. From the look on Gwen's face, he knew he was not the only one who sensed that something was very wrong with the whole situation besides the man's sudden outburst of violence.

His hand had barely connected with Ratha's body when a strange thing happened: the man ducked under his outstretched hand, spinning and striking Peter with skill and power no one could have guessed he possessed. The blow landed in Peter's stomach, forcing him to take a step back and knocking the breath from his lungs. Ratha used his advantage to grab Peter's still-outstretched arm and twisted it, pulling him off his feet and throwing him bodily over his shoulder.

Peter recovered enough from the shock of the attack to twist his body as he flew through the air, landing on his feet a few feet from where Gwen lay. He was forced into a back flip to avoid Ratha's wide swing as he continued his onslaught, landing inches from the edge of the broken window. Peter could feel the updraft caught between the tall buildings of the city tugging at him, threatening to pull him over the edge, and he nearly lost his balance. As he rightened himself, he saw the man reach into the shoulder of his jacket to produce a small pistol, which he pointed at Spider-Man.

"Okay. _That_ was surprising," Peter said, freezing momentarily as he stared at the gun, mentally weighing the risks of being pulled over the edge of the building with no webbing against potentially being shot at point-blank range.

"As was your intervention, I assure you," Ratha said, pulling the hammer back on the pistol. "Not that it matters now."

Peter's muscles tensed instinctively as Ratha's finger tightened around the trigger. Before either of them could act, a metal tray swung out of nowhere toward Ratha's hands, knocking the gun to the floor before swinging up to catch his head with a resounding _clang_. The businessman crumpled to the floor immediately, dropping the metal canister, which rolled to a stop at Peter's feet. Gwen stood over the man's body, still brandishing the heavy metal tray menacingly.

"Nice shot," Peter said sincerely, taking several large steps away from the edge to stand beside her. "You know how you said I'm pretty good at finding trouble?"

"Yeah?" she asked breathlessly, not taking her eyes off of the unconscious man at her feet.

"You're not so bad yourself."

"Oh, my God!" a voice exclaimed behind them. Peter looked over his shoulder to see Miles had returned and was standing in the open doorway, gaping at the nearly empty lab before him. He was flanked on either side by half a dozen heavily armed police officers wearing body armor. "Gwen, you- you _attacked_- do you _know_ who you just- why did you do that?!" he sputtered as the police quickly filed into the room to secure the area.

Gwen glanced at the tray still in her hands and dropped it to the floor with a deafening clatter. "I- He-" she started to explain, but Peter help up his hand to stop her and knelt down to get a closer look at the unconscious man.

"Actually, I think she may have done you all a favor," he said thoughtfully, reaching out to tilt Ratha's face into the light.

"Hold it right there, Spider-Man!" several police chorused, aiming their weapons at the masked vigilante.

Peter ignored them. When the Oscorp executive had fallen, he had hit his head on the floor, causing the skin at his temple to, apparently, _tear_ open. There was no blood; Peter could see instead a sliver of what appeared to be white plastic beneath his skin. He reached out to prod the wound with a gloved finger. The police were still approaching, guns raised, but most of them were now paying more attention to the strange injury Spider-Man had discovered.

"What _is _that?" Gwen breathed, stepping forward to take a closer look.

Peter gingerly pulled at one of the raw edges of flesh as the police gathered around him to observe his investigation. The thick, rubber-like substance offered some resistance at first, but pulled away smoothly. The false face pulled away to reveal a second mask made of a thin, white plastic beneath, covering the imposter's true face. The sight was so bizarrely grotesque- a blank, white face covered in realistic-looking flesh that had been peeled away and now hung limply off the edges of his face with a wig that dropped off the top of his head- that the police, Miles, Gwen, and Spider-Man all froze alike to study it for a moment. Peter stepped back from the unconscious man to allow the group to better observe the spectacle.

"If that isn't Mr. Ratha…" Miles began stupidly, trailing off into silence.

Suddenly, the eyes beneath the mask flew open and narrowed in anger, focusing on Spider-Man and then the police officers who were closing in around him. He must have surmised from the shocked looks on their faces that he had been found out. His hand slowly reached up to his face to feel the exposed plastic of his inner mask.

One of the police officers holstered his weapon and stepped forward, a set of handcuffs jangling in his hand. "Buddy- whoever you are- you're under arr-"

The masked man reached into his pocket with his other hand and pulled out a small device before Peter could move to stop him. He pressed a button on the side and tossed it at the nearest cop who caught it instinctively.

"Get down!" Peter yelled, jumping to his feet and tackling Gwen, pushing her behind one of the counters as he squeezed his eyes closed. It was a flash grenade, which he recognized from too many hours at the start of his crime-fighting career spent researching non-lethal weapons he might use. It went off seconds later, emitting a truly deafening _bang_ and a flash of light that burned Peter's eyes through his eyelids. His ears ringing and his vision swimming before his eyes, Peter rolled off of Gwen and looked around wildly for the imposter who had vanished from the spot where he had lain just moments before.

"Enjoy that mask while you can, Spider-Man," a voice called. Peter spun toward the distorted sound, almost losing his balance, and squinted into the bright sunlight to see the man attaching a hidden loop on his belt to one of the zip lines left by the gunmen hanging in the window. "Anonymity belongs to _me_." The man leapt free from the building, immediately dropping out of sight. Peter stumbled to the edge, fighting against his mutinous sense of equilibrium, to see that he had already disappeared into the gathering crowd below. He wondered vaguely if the man had had a second mask with him to use to escape through the crowd unnoticed.

Behind him, the others were recovering more slowly than he had: the police officers and Miles, who had been closest to the stun grenade, were still lying on the ground in a daze and were only just beginning to struggle to sit up. Peter hurried back to Gwen, who, thanks to himself and the counter, had been shielded from most of the blast. She had already pushed herself into a sitting position and accepted his outstretched hand to allow him to help her pull herself to her feet. She swayed wildly for a moment, her balance affected by the grenade as Peter's had been, and clutched at his arm for support. He flinched away and her eyes went wide with understanding.

"Sorry!" she said, a bit too loudly as she released him, realizing she had accidently grabbed his injured arm, anchoring herself to the counter behind her instead. She made a face and glanced at the police, who were paying no attention to them. "Sorry," she repeated, more quietly this time. She looked around as if struck by some sudden thought, hair whipping over her shoulders as her eyes searched the room. "The canister! He took the canister with him!" she exclaimed angrily.

"Well, at least I know you're all right," Peter quipped, but she ignored him, still distraught over the loss of Dr. Martinez's formula.

She glanced over his shoulder to see that the officers were beginning to recover. "You should probably go," she whispered, though still loudly.

He nodded, pressing something into her hand as he gave it one final squeeze before he took off for the ledge at a run.

"Hey, wait!" a cop called after him.

"Sorry, boys- gotta go!" he called to them, jumping up to catch the edge of the side of the building. "Oh, and when you get a moment, there's a fellow attached to the side of the building who might need some help getting down." And he pulled himself up and out of sight, disappearing over the side of the building.

The sound of heavy boots filled the room as a second group of police came running into the room. A small group of them broke off to check on the injured officers while the rest fanned out to secure the room. An officer Gwen recognized from her father's precinct hurried over to her. "Are you all right, Miss Stacy?" he asked and she nodded her reply. "We'll get you out of here in just one minute, I promise."

She nodded her thanks absently, her mind racing to make sense of what had just happened. Something crinkled audibly in the palm of her hand and she turned her body away from the police officer by her side to see what Peter had pressed into her hand. It was a small piece of paper folded into a square. When she opened it, it simply read:

"_Your roof. Nine o'clock. Sorry I had to run."_

"What's that, Miss Stacy?" the officer asked, glancing over her shoulder.

She smiled and dropped the note into the pocket of her lab coat. "Nothing. Just a note from my boyfriend."

**A/N: **Chapter five will be up soon- scout's honor!


	5. Chapter 5

**Chapter Five: Resolution**

Peter was pleased to find Gwen waiting for him on the roof of her apartment building when he arrived at nine o'clock that night. He had had little to do all evening since the incident at Oscorp. His Aunt May had apparently decided to work the late shift at the store, so he had not had a chance to apologize to her for his behavior earlier that day. That conversation would have to wait until morning, assuming he managed to wake up in time to enact his master plan. He was not sure he could stand the tension between them for much longer on top of everything else going on in his life. True to his word to Gwen, he was wearing his street clothes as he had no intention of going out as Spider-Man that night.

Gwen had changed clothes since returning home and was now wearing jeans and a thick sweater and her hair hung loose around her face. She was sitting in one of two deck chairs that had been abandoned on the roof and seemed to be thoroughly engrossed in whatever she was reading. "I told my mom I was coming up here to study," she explained without looking up as he landed silently on the ledge behind her, nodding at a pile of books keeping the door to the stairwell propped open.

"How did you know I was there?" Peter asked, incredulously.

She glanced over her shoulder and smirked. "I didn't. I've just been saying that every so often for the past few minutes just in case."

He stuck his tongue out at her. "Clever. So, how bad was it after I left?" Peter asked, dropping down off the ledge and falling into the vacant chair beside her which creaked threateningly but did not buckle under his sudden weight. He tucked his backpack under the chair and angled his body to face hers more directly.

She shrugged and closed the book in her lap. "The police cleared the building and then took statements from everyone. I had to go down to the station to tell them everything that happened after Spider-Man showed up three times before they would let me go home."

"Did anyone ask where I went?" Peter asked nonchalantly. He didn't want anyone putting together his disappearance with Spider-Man's sudden appearance.

"Honestly, I don't think anyone really remembers you were there. Most of the crowd didn't know who you were and Dr. Martinez was distracted." Her lips quirked up into a small smile. "I think your secret identity is safe for the moment."

He sighed internally. "Were you okay, being at the police station? I don't know if you've been back there since…"

She fell quiet for a moment. "It was so strange being at the station without my dad. All his friends kept fussing over me, talking about how I could have been killed. It was…" She couldn't seem to think of a word to describe it.

Peter just nodded and said nothing for a long moment and slid his arm around her shoulder, pulling her closer to him. She leaned her head against his shoulder. "I'm glad you're okay," he said quietly and he pressed a quick kiss to the side of her head. He knew there was nothing else for him to say at that moment that could change how she was feeling.

After a moment, Gwen wiped her eyes and sat up a bit straighter. She shot him a quick smile of thanks for his understanding and then continued as though nothing had happened: "So, are you ready to hear what I found out at the police station about the mysterious masked man?"

"What do you mean?" he asked innocently, a smile slowly spreading across his face.

She pursed her lips, her eyes playful. "Peter Parker, are you really going to try to convince me that you aren't interested in investigating what happened today? That _Spider-Man_ isn't at all concerned about a second masked man running around the streets of New York?"

"Not if you don't want me to be concerned about it." He wondered if that was a promise he could keep. In truth, he was bursting to investigate the bizarre encounter. The masked man was a fascinating mystery and his ominous threat was not something Peter thought he could forget about anytime soon. There had been very little information on the news that night; he assumed that Oscorp was doing their best to keep the incident quiet to keep their shareholders from getting too nervous. He had considered making a slight detour on his way to Gwen's to try and get a glance of the crime scene, but he did not dare show his face- Peter Parker's or Spider-Man's- too close to the building so soon. He did not want the police to think he was up to anything criminal in nature.

Her expression turned serious again. "What I want," she said carefully, "is to get back Dr. Martinez's formula. He's… devastated."

"So, he's all right?" The doctor hadn't looked very good when Peter had last seen him.

"He will be. They admitted him to the hospital for emergency surgery. I spoke to his wife on the phone and she told me about how upset he'd been when she got to see him. She said he didn't talk about anything else. He seems convinced that Oscorp is going to pull the funding to his lab and that he'll lose everything he's done for the past few years." Her eyes were downcast. "I don't think he knows yet that it was my own stupid fault. That I let that guy take the canister from me."

"That wasn't your fault," Peter argued firmly. "You did everything you could- more than anyone else did, for sure. That guy, whoever he was, he outsmarted us both this time. Next time, I'll be ready for him."

She raised her eyebrows at him. "You're already thinking about taking him on in a fight? Peter, that guy almost killed you."

"Hey," Peter protested, "he didn't 'almost kill me,' and besides, he surprised me. I wasn't exactly expecting to be attacked by some Oscorp executive. And I had him right where I wanted him."

"And where was that, exactly?"

"I was distracting him so you could get behind him with that tray," he said seriously. "You're pretty cute when you're angry and wielding a weapon, you know." He winked at her.

"Peter, you should take this more seriously. After all," she said, a smile creeping over her lips, "next time, I might not be there to save you."

"Who says I'm not taking this seriously?" he asked innocently. "And I'm kind of counting on you being around to save me whenever I get in over my head. Now," he said, reaching into his backpack for a notebook and a pencil and preparing to take notes. "Tell me what you found out, Detective Gwen."

She smiled and rolled her eyes. "First off, based on what we all saw, the police think the guy might be some superspy who calls himself 'The Chameleon.' He specializes in corporate espionage. He was supposedly some brilliant Russian actor when he was younger. At some point, he started spying for the Russian government and then he branched out into the more lucrative and less legal private sector."

"The police told you all that?"

"My dad's friends told me _some_ of that," she conceded with a shrug of her shoulders. "They're a little excited about the prospect of chasing a spy. The internet told me the rest." She flicked her hair over her shoulder as the wind picked up. "The guy's kind of famous, in an urban legend kind of way. No one knows his name or much more about his life than I already told you. He gets into companies by picking a target and studying them- their habits, their personality, whatever- and then he… replaces them. He makes these masks, like we saw, so he can impersonate almost anyone. He's so good at what he does he's never been caught; the people closest to his targets- family, friends, co-workers- almost never realize that anything is wrong until it's too late." She cocked her head to the side and narrowed her eyes at him as she remembered something. "But _you_ knew, didn't you? You were asking about him before."

Peter shrugged. "I just had this weird feeling about him. I saw the real Ratha a couple of months ago when I first went to Oscorp. This guy just felt wrong. I can't explain it." He looked down at his hands to avoid her look of incredulity. "I didn't know what was wrong with him, or anything. I would never have guessed _that_. He just felt… off." He glanced back up at her and she quickly closed her mouth and tried to hide her expression of awe.

"Well, that's… impressive," she said finally.

"So what happened to the _real_ Ratha?" Peter asked, trying to avoid any further discussion of his abilities. "Have the police found him yet?"

Gwen shook her head as she answered. "Not yet. I overheard an officer saying that they searched his apartment but there was nothing out of the ordinary. They think he might be dead."

Peter nodded, jotting down a note in his notebook. "What about the other guys? Trigger Happy One, Two, and Three?"

"Hired mercenaries. They aren't sure what to make of it yet and none of them are talking to the police." She stopped and smiled at him, knocking her knees against his. "I like this, you know. Being your secret informant from inside the police department. Fighting crime with a masked vigilante. It's exciting."

Peter felt a chill at her enthusiasm, Captain Stacy's final words echoing through his mind and he stood abruptly, walking over to the ledge to stare down at the street far below. He heard her stand and follow him to the edge, standing a few feet behind him. "This isn't a good idea, Gwen," he said quietly, avoiding looking at her. "You shouldn't be getting involved in this. Your father wouldn't…" He let his voice trail off.

There was a long silence between them. The wind picked up and they both hugged their jackets closer to themselves and the temperature dropped noticeably. Gwen stood and rubbed her hands together as she walked over to the ledge beside him and leaned against him. Peter could feel that she was weighing her next words very carefully.

"Peter, we have to talk about this," she whispered, wrapping her arms around his shoulders. "If we're going to be together, then we have to talk about what my father said to you. We have to deal with it."

"No, we don't," he said, stiffening against her embrace. "We can't fix this just by talking about it."

"_Yes_, we do," she said more firmly. "And maybe we can. We've never talked about it. It's just become this huge thing that sits between us and we both do our best to ignore. But as long as we're together, it's going to be there."

He turned in her arms to face her directly, raising his hands to rest on her hips. "Your father only wanted to keep you safe. As long as we're together, you'll be in danger because of Spider-Man."

She raised an eyebrow and looked up at him. "Talking about yourself in the third person now, are we?"

He ignored her joke. "Look, however much your dad might have liked or hated me, Peter Parker is just a normal guy, nothing special or dangerous. The only enemies he has are high school bullies and science fair competitors. He's safe. _Spider-Man_ is the dangerous one. Criminals, the Lizard, the Chameleon, the police- everyone in New York is after him. I can't make myself stay away from you, but I have to keep you as far away from _him _as possible. I don't want you involved in that stuff. And neither did your father." He looked at her pleadingly. "Don't you understand? If something happened to you because of who I am, I- I don't even know what I would do."

She crossed her arms stubbornly across her chest and stepped back from him. "I'm not sure what kind of identity crisis you're having, Peter, but you need to leave me out of it. I'm not dating Peter because of Spider-Man and I'm not dating Spider-Man because of Peter. I don't see any difference between the two. It isn't fair of you to expect me to date only part of you and to stay away from the other. That isn't right. I can't do that and I don't think you can either." She stopped to take a breath. "And as far as what my father wanted…"

"He wanted what's best for you. That's all I want, too."

"My father wanted to protect me. He was a police officer. He spent my whole life trying to shield me from the dangers of the world. He always saw me as his… his little girl." She began to get choked up. "His little girl who depended on him to keep her safe because he knew best. But I'm _not _a little girl anymore. I'm _not_ the damsel in distress. And my father is gone now, so it's my turn to decide what's best for me- not you or anyone else. I'm not helpless and I don't need you or anyone else to save me from my own choices."

"I know you aren't helpless," Peter assured her. His hands were still on her hips and he pulled her a step closer to him, backing them into the corner of the roof. "You're one of the least helpless people I know."

"Then don't treat me like I'm helpless. And don't treat me like I'm stupid. I know what you do is dangerous and I hate that. I hate that I sit up at night and worry about you. I hate keeping secrets and I hate being afraid to watch the news in the morning in case the police caught you. But it's part of who you are and I accept that. And- if anyone cares what I think about all this- I think that _you're_ what's best for me right now."

Their faces were inches apart now and their bodies were pressed together so tightly he could feel her heart pounding against his. Peter was suddenly aware that they had not been this close together, this serious, since before her father died. He could see where she had smudged her mascara rubbing her eyes while reading and smell the peppermint on her breath from her toothpaste.

"I'm never going to stop worrying about you," he said quietly. "I can't stop worrying about your safety any more than I can stop being Spider-Man. I'm never going to stop worrying about your safety and whether or not you father was right."

"Right back at you, bug boy," Gwen whispered back. "I'm always going to worry about you. And about me. So we'll be careful. You'll be careful and I'll be careful and we'll deal with the consequences later."

"Are you sure?"

She closed what little space remained between them as she pressed her lips against his. It was her answer, and the one Peter had hoped for, and he kissed her back earnestly, ignoring the cold, his bruises, and his fatigue, focusing instead on his relief at having her in his arms again.

It was not the most passionate kiss physically, but Peter thought it might be the most important they had ever shared. Whatever choices they had made together that night, they sealed with this kiss and he was determined that she would never have to regret that choice. He lifted one hand to the back of her head, careful not to get his web cartridge caught in her hair and she wrapped her arms more tightly around his waist.

They finally broke apart for air, each of them blushing furiously. Peter no longer felt the chill of the night wind and he smiled goofily down at Gwen. She blushed an even deeper shade of red and shrugged her shoulders awkwardly but she did not step away from him immediately.

"So… back to the case?"

Peter cleared his throat and thought for a moment, desperately trying to remember his train of thought before they had gotten sidetracked. "Okay, tell me this: assuming this was corporate espionage or whatever, what could a rival company do with that sample of Dr. Martinez's formula the Chameleon took?"

Gwen thought carefully before answering. "Well, like I told you before, we're hardly the only company doing this kind of research. That formula has the potential to solve one of the major mysteries of gene therapy and is miles ahead of anything else that's been produced so far. But," she added, "it would take someone else months and months of analysis to figure out how to reproduce it, if it's even possible. Dr. Martinez wasn't joking when he said it was difficult to fabricate."

"Why would someone go to all that trouble just to steal something that may or may not do them any good in the long run?" Peter mused quietly, staring into space.

"Well, they wanted the research too," Gwen reminded him. "The hard drive?"

"The research…" Peter said slowly. "The research that the mercenaries were trying to force Miles to give them when I showed up."

"So, the Chameleon planned the whole thing," Gwen surmised quickly, catching onto Peter's thinking. "_He _hired the mercenaries to steal the research from the computer as a distraction so he could steal the sample itself. Then he turns over both parts of the puzzle to whoever hired him in the first place."

"That's… smart." Peter said with a frown, impressed, though not overly pleased with the discovery. He'd had enough of brilliant opponents recently.

"Do you think he'll try again?" Gwen asked, leaning against the ledge of the roof.

Peter shrugged. "I don't know. But this guy doesn't sound like the type to give up easily." He did not mention the Chameleon's final threat to him. They had had enough of serious conversations for the night and he did not want her to worry any more than she already was.

"Gwen?" a voice called from the stairwell. "Gwen, are you coming back inside soon? It's cold and it's getting late!"

"My mom," Gwen explained needlessly as she rolled her eyes. "Yes, mom, just one more minute, okay?" she called.

"Gwen? I thought I heard voices. Are you up there alone?"

They grimaced at each other, neither of them having considered that someone could overhear them. "I better go," Peter mouthed, scooping up his backpack.

Gwen nodded quickly. They could both hear Mrs. Stacy as she began to climb the stairs to the roof. "I'll see you tomorrow at school," she whispered. "And make sure you finish your home-"

Peter cut off her words with one final quick kiss and then leapt from the edge of the rooftop, falling out of sight. He caught the fire escape outside Gwen's window and swung up onto it. As he reached into his backpack to pull out a flower to leave for her (that had had bought this time, rather than stealing it from some unsuspecting resident), he could hear her mother asking her if everything was all right.

"Just reading, mom. I'll be down in just another second."

He smiled as he listened to her mother chastising her for being out in the cold without a thick enough sweater and Gwen's ensuing sighs of annoyance. He waited to hear her gather her books and close the door to the roof behind her before he leapt from her fire escape and into the shadows. He was sure he looked ridiculous: a high school boy swinging through the alleys of the city in jeans and a jacket with an enormous smile plastered across his face, but he did not expect anyone to see him and he found that he did not care.

It was crazy. It was complicated. Maybe it was wrong. But for the moment, things were almost perfect between him and Gwen.

* * *

Somewhere deep in the city, a man stood in front of the floor length mirror in his elegant, richly decorated hotel room. Thick curtains of expensive materials covered the windows from any prying eyes and explicit instructions had been left at the desk that no one was to enter his room without his express permission. Such a request might normally invite curiosity and suspicion, but money had a way of making those questions disappear. Every light in the room was turned on and angled toward the mirror to give him the proper illumination he needed for his examination. He carefully turned his head from side to side, inspecting the thin plastic mask that encased his entire head, completely obscuring his facial features. He had crafted it sturdily to prevent it from incurring any damage even on his roughest jobs. With a job like his, he could not afford ever having his identity compromised.

Today, he had been unprepared for the events that had led to his near-capture at Oscorp. It was a job he had spent the better part of a month carefully planning down to the last detail. He was the master of detail, of seeing the tiny possibilities that so many others lacked the vision to recognize. The world was a puzzle to him. A puzzle to be solved. So long as he looked long enough, there was always a solution for a man brave enough to take it. As with all of his contracts, he had prepared himself for every possible contingency imaginable- and a few that no one but he could ever imagine.

The only thing he had never expected was the intervention of a second masked individual- New York's newest _super-hero_. Spider-Man. The newspapers may be conflicted as to whether or not he was a hero or a villain, but he knew better. The newcomer had all the hallmarks of an individual out to do good and who possessed just enough skill to make life very difficult for a person like him. Do-gooders do not need contracts or incentives or money to act. This unknown figure was brazenly foolish enough to intervene in a situation simply because he perceived that is was the right thing to do, which made him dangerously unpredictable.

Even though his hired mercenaries had failed to obtain the computer files they were instructed to steal- as he had expected they would- he should have had plenty of time and opportunity to steal the files himself. He was caught off-guard by Spider-Man's arrival and had been _exposed_. It had been years since anyone had gained enough of an advantage over him to unmask him. In the end, he knew he had been lucky to escape with the canister at all.

Dmitri Smerdyakov was not accustomed to failure.

He was the master of his craft. He had spent years- _decades - _of his life perfecting his skills. No one held the same skill as he in making his trademark masks and the world had never known a greater actor. His services were exorbitantly expensive and his success was always assured. Failure was an impossibility. He had no friends, no true allies, no one he could depend on to protect him if he failed to deliver on a contract. He worked alone and needed no one else.

His employers, whoever they were, would not accept his failure. If he did not deliver what he had promised within a week, he would receive no payment and would spend the rest of his life looking over his shoulder in fear. And then, of course, word would spread of his failure. His flawless reputation would be ruined. And what would become of him then? His whole life- his painful childhood, his difficult and tumultuous relationship with his brother, his time spent acting on-stage in Russia until he gained the attention of some powerful people- everything had been leading up to _this _moment. There was only the next job and the one after that and the one after that. His career was everything to him. Dmitri was not going to let some child in a ridiculous mask and costume take all that away from him.

Satisfied that his mask was intact, he turned from the mirror and crossed the room to his desk he had already spent so many hours at in the past two weeks of his residence. He swiftly swept away the folders and notes that contained the information he had based his schemes on and sat down. He pulled a fresh piece of paper toward him and tapped a pen thoughtfully on the edge of his mask. He was faced with two objectives, each of which must be accomplished within two weeks' time in order to satisfy his employers as well as his own ego.

First, he must procure the files containing the research and the formula that went along with the canister he had hidden in a safe location until his meeting with his employers. He could not use the Ratha identity again and security was sure to be exceptionally tight after the day's events. It would be no easy task to gain access to those files a second time. New identities were difficult to establish with so little time and there would be no third chance if he failed again. He would have to choose even more carefully than he had before.

Secondly (and most importantly if he hoped to complete this job with his reputation intact), he would have to gain his revenge- publically- on the one who had foiled his best-laid plans. Murder was hardly Dmitri's style (though he was no stranger to it). Death was messy. It invited too many opportunities for revenge and unforeseen complications. No, he intended to return to Spider-Man the favor he had done to him.

The Chameleon was going to unmask the Spider-Man.


End file.
